Director/PDMR Shareholding

Compass Group PLC 14 June 2006 COMPASS GROUP PLC: DIRECTOR/PDMR SHAREHOLDING Compass Group PLC (the 'Company') announces the following changes in the interests of Directors and Persons Discharging Managerial Responsibility ('PDMRs') in ordinary shares of 10 pence each in the share capital of the Company ('Shares'). 1. Long Term Incentive Plan Awards On 14 June 2006, awards were made under the Long Term Incentive Plan to the Directors and PDMRs set out below. The number of Shares referred to is the maximum available if the performance conditions for the period, which commenced on 1 October 2005 and ends on 30 September 2008, are satisfied in full. There is no retesting facility. Name Director Shares Under or PDMR Conditional Award Christopher Bucknall PDMR 333,344 Richard Cousins Director 727,272 Didier Coutte PDMR 299,636 Gary Green PDMR 365,938 Andrew Martin Director 460,606 Miguel Ramis PDMR 299,636 Ian El-Mokadem PDMR 387,878 Michael Young PDMR 315,150 Under the Compass Group PLC Long Term Incentive Plan, participants may become entitled to Shares if the Company satisfies stringent performance targets based upon Group Free Cash Flow and TSR relative to companies in the FTSE 100 index. 50% of the award is subject to a target based on the Group's cumulative Free Cash Flow ('GFCF') over a three year performance period. No Shares will be released unless the Company achieves threshold performance of £825m. 25% of the element of the award based on GFCF will vest at threshold performance. Awards will vest on a straight line basis between 25% and 100% where GFCF is between £825m and an outperformance target of £900m. The performance condition over the remaining 50% of the award relates to the total shareholder return ('TSR') of the Company over a three year period, compared to that of the companies in the FTSE 100 index. Awards only vest if the Company's performance is at the median. 25% of the element of the award subject to TSR will vest for median performance and 100% for upper quartile performance with straight line vesting between these points. In addition, any vesting of an award at the end of the performance period will be conditional on the Remuneration Committee being satisfied that the underlying financial performance of the Company justifies it. 2. Long Term Incentive Plan Release The following PDMRs exercised their rights over vested awards made under the Long Term Incentive Plan (which were granted for nil consideration) and obtained an interest in Shares as described below. NAME NUMBER OF DATE SHARES Gary Green 43,539 14 June 2006 Miguel Ramis 21,959 14 June 2006 3. Satisfaction of Deferred Bonus Shares On 13 June 2006, Andrew Lynch, a PDMR, called for the release to him of 63,679 Shares, being the Matching Share element in connection with his bonus arrangement for the year ended September 2002. His entitlement was satisfied by a distribution of shares by Compass Group Trustees Limited, as Trustee of the Compass Group Employee Share Trust. The Trust is a discretionary trust of which all employees and former employees of the Company are potential beneficiaries. Following the transaction, the Trust holds of total of 130,645 Shares, representing 0.006% of the Company's issued share capital. Mr Lynch disposed of all the Shares at 228p per Share on 13 June 2006. 4. Resultant Shareholdings Following the acquisitions detailed above, Messrs Green, Lynch and Ramis are interested in Shares as shown below: NAME NUMBER OF SHARES PERCENTAGE OF ISSUED SHARE CAPITAL Gary Green 541,834 0.0251% Andrew Lynch 798,149 0.0370% Miguel Ramis 290,440 0.0135% ENDS Enquiries: Compass Group PLC +44(0)1932 573000 Investors/Analysts: Andrew Martin Media: Charlotte Mulford Website: www.compass-group.com Notes to Editors: Compass Group is the world's largest foodservice company with annual revenue of c. £11 billion. Compass Group has some 400,000 employees working in more than 90 countries around the world. This information is provided by RNS The company news service from the London Stock Exchange
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